For purposes of the foregoing discussion of a repurchase at the option of holders, the
following definitions are applicable:
below investment grade ratings event means, with respect to a series of notes,
on any day within the 60 day period (which period shall be extended so long as the rating of such series of notes is under publicly announced consideration for a possible downgrade by any of the rating agencies) after the earlier of
(1) the occurrence of a change of control; or (2) public notice of the occurrence of a change of control or the intention by Union Pacific to effect a change of control, such series of notes is rated below investment grade by two of the
rating agencies. Notwithstanding the foregoing, a below investment grade ratings event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of control (and thus shall
not be deemed a below investment grade ratings event for purposes of the definition of change of control repurchase event hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce
or publicly confirm or inform the Trustee in writing at our request that the reduction was the result, in whole or in part, of any event or circumstance comprised of, or arising as a result of, or in respect of, the applicable change of control
(whether or not the applicable change of control shall have occurred at the time of the ratings event).
change of
control means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the
Exchange Act), other than Union Pacific or our subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the combined voting power of our voting stock or other voting stock into which our voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares.
change of control repurchase event means, with respect to a series of notes, the occurrence of both a change of control and
a below investment grade ratings event.
Fitch means Fitch, Inc., also known as Fitch Ratings, and its successors.
investment grade means a rating of BBB- or better by Fitch (or its equivalent under
any successor rating categories of Fitch); a rating of Baa3 or better by Moodys (or its equivalent under any successor rating categories of Moodys); a rating of BBB- or better by S&P (or its
equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by us.
Moodys means Moodys Investors Service, Inc. and its successors.
rating agency means (1) each of Fitch, Moodys and S&P; and (2) if any of Fitch, Moodys or S&P
ceases to rate a series of notes or fails to make a rating of those notes publicly available for reasons outside of our control, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under
the Exchange Act, selected by us (as certified by a resolution of our board of directors) as a replacement agency for Fitch, Moodys or S&P, or all of them, as the case may be.
S&P means S&P Global Ratings, a division of S&P Global Inc., and its successors.
voting stock of any specified person (as that term is used in Section 13(d)(3) of the Exchange Act) as of
any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
The change of control repurchase event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover
of Union Pacific and, thus, the removal of incumbent management. We could, in the future, enter into certain transactions, including asset sales, acquisitions, refinancings or other
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